1. These Terms

1.1 What these terms cover.

These are the terms and conditions on which we provide a platform of candidate referrals for potential placements (the “Services”).

1.2 Why you should read them.

Please read these terms carefully before you submit your subscription to us. These terms tell you who we are, how we will provide the Services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.

1.3 Are you an recruiter or a coordinator ?

In some areas, you will have different rights under these terms depending on whether you are a recruiter or coordinator as further described below:

(a) You are an recruiter (the “Recruiter”) if you are looking for suitable candidates from our referral database contributed by the Coordinator (as defined below); and

(b) You are a coordinator (the “Coordinator”) if you are to make referrals of potential candidates to the Recruiter.

2.2 How to contact us.

2.3 How we may contact you.

If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.

2.4 “Writing” includes emails.

When we use the words “writing” or “written” in these terms, this includes emails.

3. Our contract with you

3.1 How we will accept your subscription.

Our acceptance of your subscription will take place when we email you to accept it, at which point a contract will come into existence between you and us.

3.2 If we cannot accept your subscription.

If we are unable to accept your subscription howsoever, we will inform you of this.

3.3 Your subscription numbers.

We will assign a subscription number to your subscription and advise you what it is when we accept your subscription. It will help us if you can tell us the order number whenever you contact us about your subscription.

3.4 Our contract.

These terms (“Contract”) apply to the subscription by you and supply of the Services by us to you. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3.5 Language.

These terms are made in the English language.

4. Our services

4.1 Descriptions and illustrations.

The Service is provided through CVreferral.com, an online application which supports the enterprise to exploit and control the recruitment, in an effective way, using internal or external referral sources of potential applicant.

4.2 Compliance with specification.

Subject to our right to amend the specification we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your subscription in all material respects.

4.3 Changes to specification.

We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will use our best efforts to notify you in advance of any such event.

4.4 Reasonable care and skill.

We warrant to you that the Services will be provided using reasonable care and skill.

5. Your obligations

5.1 You agree that:

(a) you shall use your best endeavour to ensure the accuracy of the information and documents uploaded by you to our platform and support us and the employers to verify the information and documents provided by you. In case of any inaccuracy or discrepancy in respect of the information and documents uploaded by you, which have adverse effects to the employment decision of the employer, you shall not be entitled to any payments or other benefits in respect of such matter, and shall be required to return any amounts already paid in respect of such mater upon receipt of our notice, failing which, we can deduct such amounts from any amounts you are entitled to receive from or through us;.

(b) you co-operate with us in all matters relating to the Services;

(c) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and

(d) you keep all of our materials, equipment, documents and other property (“Our Materials”) at your premises in safe custody at your own risk.

5.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in this clause (“Your Default”):

(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances, Your Default may entitle us to terminate the Contract under clause 11;

(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay performing the Services; and

(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

(d) Our

6. Charges

6.1 In consideration of us providing the Services you (in case of a Recruiter) are required pay our charges (“Charges”) in accordance with this clause.

6.2 The Charges are the prices quoted on our site at the time you submit your subscription.

6.3 The remaining Charges after all liabilities deduction will be returned to the Recruiter if required.

6.4 If you wish to change the scope of the Services after we accept your subscription, and we agree to such change, we will modify the Charges accordingly.

6.5 We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 6.7 for what happens if we discover an error in the price of the Services you subscribed.

6.6 Our Charges may change from time to time, but changes will not affect any subscription you have already made.

6.7 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

6.8 It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. If the correct price for the Services is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your subscription. We will not process your subscription until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your subscription where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.

6.9 We shall be entitled to deduct from the fees (and any other sums) due to you any sums that you may owe to us at any time.

7. Payment term

7.1 Payment for the Charges is in advance. We will take your [first] payment upon acceptance of your subscription and will take subsequent payments [monthly] in advance.

7.2 You can pay for the Services by wire transfer to our account with details as follows:

[BANK ACCOUNT DETAILS]

7.3 We will send you an electronic invoice within [seven (07)] days of the beginning of the month following payment. For any failed or cancelled payments, an administration fee VND[100,000] will be levied.

7.4 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 13 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 15% a year.

7.5 You must pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8. Referral fees

8.1 For each Successful Referral by a Coordinator, he is entitled to a referral fee (the “Referral Fee”) to be paid by the relevant Recruiter through us in accordance with the terms set in this clause. For the purpose of this Contract, a Successful Referral means the successful employment by the relevant Recruiter of the candidate referred by the Coordinator.

8.2 The Referral Fee shall be deducted from Recruiter’s account and payable to the Coordinator and held in escrow when the Recruiter selects a CV. After seven days since the date of CV selection, this Referral Fee will be released in case of no claim from the Recruiter. In contrast, if the Recruiter has any claims regarding (a) impossibility to contact the candidate; or (b) the situation of not seeking for employment, the Coordinator will be served a notice to update the CV. After 3 days since the date of notice, if the CV has not been reasonably updated or the Recruiter does not accept this candidate, the Referral Fee will be returned to the Recruiter, unless otherwise the Referral Fee will be released.

8.3 We may deduct or withhold the applicable taxes on any sums payable to you under this Contract in accordance with the laws of Vietnam.

8.4 We shall be entitled to deduct from the fees (and any other sums) due to you any sums that you may owe to us at any time.

9. Intellectual property rights

9.1 All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.

9.2 We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the deliverables specified in your subscription (excluding materials provided you) for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause.

9.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.

10. How we may use your personal information

10.1 We will use any personal information you provide to us to:

(a) provide the Services;

(b) process your payment for the Services; and

(c) inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.

10.2 Further details of how we will process personal information are set out in [LINK TO PRIVACY POLICY].

11. Limitation of liability

11.1 Our liability shall be exclusive of the verification of the accuracy of the information and documents provided by you, and any liabilities arising from any inaccuracy of such information and documents.

11.2 Nothing in the Contract limits or excludes our liability for:

(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; or

(b) fraud or fraudulent misrepresentation.

11.3 Subject to clause 11.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) any indirect or consequential loss.

11.4 Subject to clause 11.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 50% of the total Charges paid under the Contract.

11.5 Except as expressly stated in these terms, we do not give any representations, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these terms by laws, by common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.

11.6 Nothing in these terms limits or affects the exclusions and limitations set out in our [LINK TO WEBSITE TERMS OF USE].

11.7 This clause will survive termination of the Contract.

12. Confidentiality

12.1 We each undertake that we will not at any time during the Contract, and for a period of one year after termination of the Contract,] disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 12.2.

12.2 We each may disclose the other’s confidential information:

(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.

13. Termination

13.1 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within [NUMBER] days of you being notified in writing to do so;

(b) you fail to pay any amount due under the Contract on the due date for payment;

(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;

(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

13.2 On termination of the Contract you must return all of Our Materials and any deliverables specified in your order which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.

13.3 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

13.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

14. Events outside our control

14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (“Event Outside Our Control”).

14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

(a) we will contact you as soon as reasonably possible to notify you; and

(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

14.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than [30] days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges incurred on a prorate basis up to the date of the occurrence of the Event Outside Our Control.

15. General

15.1 Assignment and transfer

(a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you by posting on this webpage if this happens.

(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

15.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

15.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

15.4 Severance. Each paragraph of these terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

15.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

15.6 Governing law and jurisdiction. The Contract is governed by Vietnamese law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the Vietnamese courts.